Structure of the Board of Directors
The details as of 31 December 2018
The Company consists of the Board of Directors along with four sub-committees as following:
The Board of Directors of the Company consists of 8 directors as follows:
- Executive Directors 4 persons
- Independent Directors 2 persons
- Non-Independent Director 2 person
- Independent Directors shall constitute at least one third of the Board of Directors. Independent Directors is comprised of (1) Chairman of the Board of Directors and (2) three Audit Committee members. The Independent Directors/Audit Committee are encouraged to express their views and maintain their independence when performing operation and transaction audit as well as evaluating internal control systems.
- Separation of roles, duties and responsibilities
The Company has made a clear outline defining the authority and responsibility of the Board of Directors, Executive Committee, Audit Committee, Nomination and Remuneration Committee, Enterprise Risk Management Committee and Chairman of the Board. In addition, Chairman of the Board of Directors shall act as an independent director and possess no relationship with management. Chairman of the Board of Directors shall not be representative of major shareholders, nor shall be the same person with Chief Executive Officer.
Director Authorization and Restriction
Any 2 of the following 3 Directors - Mr. Lee Chye Tek Lionel, Mr. Lee Chye Cheng Adrian and Mr. Sataporn Amornvorapak - signing together with the affixing of the official company seal.
Authorization of Board of Directors, Executive Committee and Executives, shall be in accordance with The Approval Limit No. 1/2017, in order to be able to perform their duties effectively and be in line with good internal control.
Scope of Authority of the Company’s Board of Directors
The Company’s directors are required to perform their duties in compliance with all relevant laws and regulations; the Company’s objectives and articles of association; and the resolutions by shareholders in good faith. The Company’s directors are prohibited from carrying out any business of the same nature as and in competition with the Company’s business and from being partners or shareholders or directors of other juristic persons carrying out a similar and competitive business, unless the shareholders are informed of such in a shareholders meeting prior to his/her appointment. If a director has direct or indirect interests in any agreements to be entered into with the Company or increases or decreases his/her shareholding or debenture holding in the Company and its affiliates or debenture, the director must inform the Company without delay.
The Company’s directors shall act for the best interests of the Company, stakeholders, and shareholders and will perform duties under the framework and rules according to the charter of the Board of Directors as per followings:
- Review, consider and approve key business matters such as the Company’s visions and missions, strategy, annual budget, financial targets, risks and company business plan at least once a year.
- Monitor, control and supervise that management execution is performed in line with policies, work plans and budget and in an efficient and effective manner, as well as evaluate and ensure the performance reporting.
- Establish and approve corporate governance policy and ensure consistency through policy revision, expected to perform at least annually.
- Ensure the reliable audit, accounting system and financial report. Monitor the appropriateness of internal control procedures and internal audits as well as effectiveness and efficiency of risk management procedure.
Role and Responsibilities of the Chairman of the Board
- Summon the Board meetings and control submission of the invitation to the meetings including any related documents to provide adequate information in a timely basis to the directors.
- Preside over the meetings of the Board of Directors, manage the meetings in line with the agenda, Articles of Association and relevant laws as well as manage time appropriately and promote expression of opinions in an independent and transparent manner at meetings.
- Give the casting vote in the event the votes are tied at Board of Directors meetings.
- Preside over the shareholders’ meeting, manage the meetings in line with the agenda, Articles of Association and relevant laws as well as manage time appropriately.
- Supervise to ensure proper and efficient communication between the directors and shareholders during shareholders' meeting and provide the opportunity for shareholders to express opinions equally.
- Support and encourage the Board of Directors working at full capacity, duties and responsibilities in line with the principles of corporate governance.
Board Meeting and Relevant Notification
The Board of Directors shall convene at least 4 times annually, scheduling the meeting in advance at the beginning of every year. Directors are required to attend extraordinary meeting as required. Unless there is an emergency, letter of invitation shall be distributed to the board members 7 days prior to the meeting in order to provide directors sufficient time to digest the information. In addition, letter of invitation is expected to contain information concerning date, time, agendas and place of meeting. The Company is expected to produce meeting minutes within 14 days of the board meeting, and all directors are entitled to access the meeting minutes. The Company shall file all approved meeting minutes.
In 2018, the company set 4 meeting schedules in advance and had 8 extraordinary meeting during the year.
Meeting Quorum and Voting
- Meeting quorum requires at least half of the directors to be present. In the case the Chairman of the Board is absent, the Vice-chairman shall automatically be elected as chairman of the meeting. In the case the Company does not have Vice-chairman, one of the directors present at the meeting shall be elected as chairman.
- Decision shall be based upon majority rule.
- Each of the directors has 1 vote. Those having conflict of interests shall be abstained from voting. In the case there is a tie, the chairman is entitled to cast an additional vote.
Appointment of Directors and Executives
To ensure the effectiveness, efficiency, professionalism and versatility of the company, the selection and nomination of directors will be considered based on the Board Diversity as well as knowledge, ability, expertise, relevant experience and others qualifications as required by law. The selection and nomination of directors will be carried out by Nomination and Remuneration Committee and the Board of Directors.
For the criteria and procedure of nomination, the Nomination and Remuneration Committee will screen and select the qualified person from a variety of professions who has the necessary skills to enhance the strengths and effectiveness of the Board of Directors. The qualified person must have leadership, visions, morality and ethics with no limitation to gender who also have a transparent working history, not have prohibited traits as defined in the Public Companies Act and notifications of the Securities and Exchange Commission and able to express opinions freely. The qualified person will be nominated to the Board of Directors for consideration. Once approved, the nominated person will be proposed to the shareholder for approval at the general shareholders' meeting.
1) Appointment of Directors
An appointment of directors must be approved by the shareholders at the general shareholders’ meeting, except for the case where vacancy was caused by a reason beyond term expiration. Under such case, the Board of Directors shall be entitled to appoint a person to fill such vacancy. The appointed person shall serve the remaining period of the term.
In practice, the nomination of directors can be carried out by the Nomination and Remuneration Committee and the Board of Directors. In addition, shareholders may nominate a candidate for consideration during shareholders’ meeting. The person, regardless of how he or she is nominated, has to be qualified, knowledgeable, capable, and experienced in relevant fields. In addition, the person shall not have prohibited traits as defined in the Public Companies Act and notifications of the Securities and Exchange Commission. The requirements and procedures for selection of company directors are given below.
According to Section 4 of the Company’s Articles of Association, the Board of Directors comprises of at least 5 directors and at least half of the directors must reside in Thailand.
The appointment of directors must be carried out at the shareholders’ meeting in accordance with the following requirements and procedures:
- Each shareholder has one vote to one share.
- In appointing directors, each shareholder may vote for candidate(s) individually or as a group, as long as voting requirement in item no. 1 applies. However, the votes are indivisible (the voting for appointment of directors shall be non-cumulative voting).
- The directors will be selected based on the total number of votes; in the case of a tie, the Chairman will cast the deciding vote.
- At every annual general shareholders’ Meeting, one-third of the directors - or the number nearest to one-third - must retire from the board. The retiring directors may be re-elected.
- There must be drawing by lots to determine the directors retiring by rotation on the first and second years following a conversion into a public company. In each subsequent year, the directors who have been directors for the longest period must retire. In addition to the retirement by rotation, director vacates from the post upon:
- Passing away
- Disqualifications or possessing prohibited traits according to the Public Companies Act
- Removal by a resolution of the shareholders at the general shareholders’ meeting
- Dismissal by a court order
- Any director wishing to resign is required to submit a resignation letter to the Company. The resignation is effective immediately upon the letter being received by Company. The director may notify the registrar of the resignation.
2) Selection of Independent Directors
The Company realizes the importance of having independent directors. Independent directors are in charge with auditing and supervising the Executive Committee in order to ensure transparency; to comply with relevant internal control systems, laws and regulations; as well as improving the Company’s operational efficiency. An independent director must be knowledgeable, competent and experienced. Independent directors are selected according to the criteria set by the Company. The Nomination and Remuneration Committee will screen and select the qualified person and submit a short-list of nominated person to the Board of Directors for consideration. Once approved, the nomination is proposed to the shareholders for approval at a shareholders’ meeting, as outlined in the Company’s Articles of Association. To qualify as an independent director, an individual must meet the following criteria:
- Holding less than 1% of the Company’s total voting shares;
- Having no involvement in the management of the Company; not being an employee or a consultant; not having power to exert control in the Company, its affiliates, associated companies or connected person; not possessing a potential conflict of interest for at least 2 years prior to appointment; not having any juristic relationship with the legal consultant or external auditor of the Company or its affiliates;
- Having no involvement in any business relationship in terms of finance and/or management of the Company, affiliates, joint venture or connected person of the amount equal to or more than 3 percent total net tangible assets; not having a relationship as a customer, a supplier, a trade creditor/debtor, or a financial creditor/debtor; receiving no benefits from the Company; and
- Not having familial relationship with management, major shareholders of the Company or its affiliates and associated companies, nor someone that may create a conflict of interest; and shall not be appointed to represent interests of particular directors or major shareholders.
The Company has established policy in relation to director orientation with the aim to acclimatize the newly appointed director(s). The newly appointed director(s) will have an opportunity to discuss with Chairman of the Board and Executive Committee. The discussion shall cover expectation, roles, and responsibilities in relation to directorship as well as the Company’s policies in relation to good corporate governance. In addition, the newly appointed director(s) shall have an opportunity to understand the Company’s business and process via having site visits at applicable business units.
Policy to Promote Continuous Development of the Directors and Executives
The Board of Directors has a policy that promotes continuous development of directors, executives, and company secretary in order to improve productivity. The Board of Directors encourages every person to attend seminars and courses with relevant institutions, such as Thai Institute of Directors, the Stock Exchange of Thailand, among others, as deemed appropriate. In 2018, the following directors attended the following seminars:
|Mr. Sataporn Amornvorapak||Director, Chief Financial Officer||- Criteria and process of business incorporation into the stock market (IPO Step by Step)
- Understand Each TFRS and financial reporting standards for businesses without public interest (TFRS for NPAEs)
- Keep up with the new financial reporting standards that will be implemented in 2019 and 2020
- Drilling on key issues, guidelines for accounting standards, disclosure of information about related parties (Affiliates, Transfer Pricing) and financial reporting standards Fair value measurement)
- Overview of Thai auditing standards
- News update of corruption and illegal accounting standards for listed companies.
Performance Assessment of the Board of Directors
The company set the policy for the board of directors to conduct its annual performance evaluation by using board self-assessment method to assess their performance once a year. The result of such evaluation will be used for enhancement of efficiency of board or directors. Currently, the evaluation of the Board of Directors' performance is done in 3 category:
- Self-Assessment for the board of directors as a group
- Self-Assessment of committee as a group
- Self-Assessment of the board of directors on an individual basis
The criteria for assessment as followings:
|Criteria||Board as a group||Committee as a group||Board on individual basis|
|1. Board structure and qualifications||/||/||/|
|2. Roles, duties and responsibilities of the board||/||/||/|
|3. The board meeting||/||/||/|
|4. Duties of directors||/||x||x|
|5. Relationship with management||/||x||x|
|6. Director and Management Self-improvement||/||x||x|
At the end of the year, the company secretary will give the evaluation form, both collectively and individually, to all members of Board of Directors to evaluate their performance during the past year. After the self-assessment was completed, the Board of Directors will send the form back to the company secretary to collect and analyze the performance assessment of the Board of Directors. The company secretary shall later report the result to the Board of Directors to acknowledge and consider in line with company’s yearly objectives.
The score will be calculated as percentage in each criteria. Scores 85 or higher are considered “Excellent”, 75-84 “Good”, 65-74 “Moderately Good”, 50-64 “Average” and “Needs Improvements” for scores below 50.